The Alkaline Water Company to Acquire Aquahydrate in Transformative Deal That Strengthens National Brand and Product Portfolio
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September 9, 2019 The Alkaline Water Company to Acquire AQUAhydrate in Transformative Deal that Strengthens National Brand and Product Portfolio - Two of the fastest growing premium water brands join forces to accelerate business rollout in the $280 billion bottled water market - Celebrity investors Mark Wahlberg, Sean ‘Diddy’ Combs and Jillian Michaels continue to serve as brand ambassadors - Unparalleled transaction delivers shareholder value with clear synergies in operations, R&D, distribution, and sales - Combined companies projected to drive sales upward of $65 million for FY2020 on a pro forma basis1 - Upcoming product launches will focus on CBD-infused products due to increased demand and popularity for functional wellness beverages - Alkaline will host a conference call to discuss the merger on September 10, 2019 at 8:30AM EST (dial-in details are set out below) SCOTTSDALE, Ariz., Sept. 09, 2019 (GLOBE NEWSWIRE) -- The Alkaline Water Company Inc. (NASDAQ and TSXV: WTER) (“Alkaline”), a leading producer of premium bottled alkaline drinking water sold under the brand name Alkaline88®, and AQUAhydrate®, Inc. (“AQUAhydrate”), a private Los Angeles-based performance lifestyle company that manufactures and distributes premium bottled water, today announced that they have entered into a definitive agreement and plan of merger (the “Agreement”) dated September 9, 2019 under which Alkaline will acquire all of the issued and outstanding shares of common stock and preferred stock of AQUAhydrate in an all-stock transaction (the “Transaction”). Transaction Highlights The Transaction is expected to provide significant strategic and financial benefits to Alkaline, AQUAhydrate and their shareholders, including: High Profile Investors and Board Members: AQUAhydrate’s investors and board members include high-profile celebrities Mark Wahlberg, Sean ‘Diddy’ Combs and Jillian Michaels (the “Investors”) who have entered into new endorsement agreements (the “Endorsement Agreements”) with Alkaline and AQUAhydrate. The combined social media reach of Alkaline, AQUAhydrate and the Investors is expected to be over 74 million followers across Facebook, Twitter and Instagram. Unique Positioning in the Capital Markets: The combined company following the Transaction will present a unique opportunity as a premium water company for the investment community. The combination of both brands and all of the respective professionals from both organizations will allow the combined company to attract institutional investor interest and analyst coverage from across North America and ignite the retail investor community. Brand Extension and Cross Selling: Alkaline has a strong pipeline of brand extensions and new products that it has been developing over the last several months, including flavored waters, CBD products and some alternative packaging options. Management believes that this merger will strengthen those investments by targeting these new products to each brand’s unique consumer target market (families for Alkaline88 and active lifestyle/athletes for AQUAhydrate). Further, post-acquisition, the combined company is expected to create differentiation across new products within each brand to justify the expanded shelf space. Partnership to Dominate National Rollout to Key Retail Customers: AQUAhydrate has already secured key retail supply agreements across North America with retailers including Walmart, Target, Safeway, Rite Aid, GNC Meijer, QT and Albertsons. Alkaline88’s current retail clients include Walmart, CVS, Albertson/Safeway, Kroger, Schnucks, Smart & Final, Jewel-Osco, Sprouts, Bashas’, Stater Bros. Markets, Unified Grocers, Bristol Farms, Vallarta, Superior Foods, Ingles, HEB Brookshire’s, Publix, Shaw’s, Raley’s, Food Lion, Harris Teeter, and Festival Foods. Through the consolidation, the combined company will be able to initiate a more aggressive rollout strategy leveraging both distribution platforms. Strong Revenues: The combined revenues for the new entity are expected to exceed $65 million dollars for the fiscal 2020 on a pro forma basis.1 Retail Buyer Synergies: Alkaline plans to consolidate its sales organization and provide retail chain buyers with one point of contact for both brands. Our research shows each brand is positioned against different consumer targets. Alkaline88 and AQUAhydrate will continue to be promoted at the retail level focused on their targeted consumer separately. Being able to present two brands with distinct consumers to retailers gives the combined company a level of category leadership that many other competitors are unable to deliver. Production and Logistical Advantages: There are natural synergies that will allow AQUAhydrate to expand its distribution across the country by leveraging the existing Alkaline88 broker network and their current co-packer relationships, resulting in immediate cost savings and economies of scale. Comments on Transaction “This is an extremely exciting time for all The Alkaline Water Company stakeholders as we welcome a new shareholder base that includes significant celebrity investors, partners, brand ambassadors and board members, to create a leading national presence in the premium water category with two powerful brands: Alkaline88 and AQUAhydrate,” stated The Alkaline Water Company’s Chairman Aaron Keay. “Alkaline88 recently reported a fifth consecutive year of 50% year-over-year growth, additions to its product portfolio of flavored-infused waters and additional sizes to its water portfolio with a modest marketing budget. Our CBD-infused health drinks will place us on the map within the rapidly growing market, and through education and our ambassador program, will make us a strong competitor for this $22 billion category by 2021. We view the acquisition of AQUAhydrate as extremely synergistic and accretive, and look forward to working closely with new director nominees Ira Tochner from leading investment firm Yucaipa who invested over $27 million in AQUAhydrate and investor Matthew Howison of Emerald Partners; as well as investors Sean ‘Diddy’ Combs and Mark Wahlberg, who have personally invested over $20 million into the development and growth of AQUAhydrate and brand ambassador Jillian Michaels. We believe that collectively, the board of directors, management teams and ambassador strength of the combined company has the opportunity to be the market leader in the premium water category and in the new platforms of products we will be rolling out under both brands.” “The acquisition of AQUAhydrate is an unprecedented opportunity that allows The Alkaline Water Company to cement itself as a leader in various multi-billion dollar segments which include premium water, functional & wellness, and the CBD market,” said Richard A. Wright, President and CEO of The Alkaline Water Company Inc. “We believe that post-acquisition, we will attract a more diverse consumer base, offer product differentiation and innovative brand extensions to become a major independent force in the beverage sector. We have identified the business synergies associated with the merger that will immediately impact and reduce costs associated with operations. This allows us to accelerate our sales channels through cross-promotion of both brands based on our distinct consumer bases and distribution channels. I am extremely proud of both organizations and the hard work they have put in to make this merger a reality. I believe that the combined entity will bring the resources and experience to make this a tremendous success story for both management teams and their shareholders. Both companies share a similar entrepreneurial management philosophy and hunger for success. I look forward to working with the new board and the AQUAhydrate team in achieving our mutual ambitions.” Mark Wahlberg commented, “When Sean and I first got involved in the business, our vision was to build a lifestyle company focused on health and wellness, and that’s what we’ve done. The AQUAhydrate and Alkaline88 brands align well and will support exciting innovations in flavors, sparkling and CBD products.” Sean Combs commented, “We built AQUAhydrate from the ground up by securing deals with the largest retail grocery outlets, creating innovative partnerships and evolving the brand. Today, I am confident that we are creating a powerhouse by combining AQUAhydrate with one of the largest, fastest growing alkaline water companies in the world. I look forward to this next stage of growth as we build one of the most recognizable brands for premium water.” Alkaline intends to comply in full with all federal, state, and local laws, rules and regulations as Alkaline develops its CBD-infused products both before and after the closing of the Transaction (the “Closing”). Alkaline will not pursue the commercial production or sale of CBD-infused products until legally permitted. Alkaline is closely watching and responding to all regulatory developments within the FDA and in each individual U.S. state, and plans to launch its CBD infused products accordingly. Addition of Insiders and Key Shareholders Following the Closing, it is expected that the Yucaipa Companies, widely recognized as one of the preeminent investors in the retail, distribution, technology, entertainment, sports and hospitality industries, will be issued shares of common stock of Alkaline (each, an “Alkaline Share”), representing approximately 18.4% of the issued and outstanding Alkaline Shares. Further, Sean ‘Diddy’ Combs, a world-renowned artist and music producer with a successful